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Description

Now in its fifth edition, this popular, fully-updated title explains the law on shareholders’ agreements in a clear and comprehensible style. It guides the reader through a typical transaction, highlighting the commercial issues facing the client and ultimately the solicitor as draftsman. It examines how a shareholders’ agreement can be unravelled in the event of insolvency or other reason for termination.

The new edition will look at the effect of Brexit on shareholders’ agreements including its competition law impact. The fast-moving changes brought about by the Covid-19 pandemic will be examined in particular those relating to signatures and execution of documents post covid, force majeure, cancellation, termination and financing issues. The effect of recent legislation on insolvency and directors’ duties effected by the Corporate Insolvency and Governance Act will be explored.

For the first time, this edition will look at important decisions in commonwealth jurisdictions about shareholders agreements including decisions in Hong Kong and the Eastern Caribbean and BVI on reflective loss and the arbitrability of shareholder agreements (also considered in the Court of Appeal in Yegiazaryan v Smagin).

Other important recent English decisions to be considered include:

• The Supreme Court cases of Wells v Devani on existence of a contract and Rock Advertising Limited v MWB Business Exchange Centres Limited on consideration;
• The Court of Appeal case of First Tower Trustees Ltd and another v CDS (Superstores International) Ltd on exclusions of liability; and
• The High Court decision on interpretation and shareholders’ agreements of United Co Rusal Plc v Crispian Investments Ltd (2018).